Release of Escrow Materials. Shumxxxx, Xxop & Kendxxxx, XXP (the "Escrow Agent") shall release the agreements, certificates, instruments, documents and other materials described in Sections 13.1 and 13.2 to the appropriate parties to effectuate the transactions contemplated in this Agreement only after all such materials have been delivered by all applicable parties (or the parties receiving such documents have waived in writing such delivery requirement), the parties have completed their due diligence, the Audit and the Medicare audit have been completed, and each of Vision 21, the Physician and the Company shall have sent written notice to the Escrow Agent stating that the conditions to release of the escrowed documents have been satisfied or waived. In the event that all of Vision 21, the Physician and the Company have not notified the Escrow Agent in writing that they are satisfied with or have waived all of the conditions to the release of the escrowed documents, the Escrow Agent shall immediately return any consideration by Vision 21 held by it to Vision 21 and shall promptly destroy or return the foregoing materials to the parties sending such materials.
Release of Escrow Materials. Shumxxxx, Xxop & Kendxxxx, XXP shall release the agreements, certificates, instruments, documents and other materials described in Sections 14.1 and 14.2 to the appropriate parties to effectuate the transactions contemplated in this Agreement only after all such materials have been delivered by all applicable parties (or the parties receiving such documents have waived in writing such delivery requirement) and after counsel for the Physician and the Company have sent written notice to Shumxxxx, Xxop & Kendxxxx, XXP stating that the Physician and the Company have reviewed the amended Confidential Information Memorandum and have decided, based upon such review, to consummate the transactions contemplated in this Agreement. In the event that the Physician and the Company elect not to consummate the transactions contemplated in this Agreement based upon their review of the amended Confidential Information Memorandum, and counsel for the Physician and the Company informs Shumxxxx, Xxop & Kendxxxx, XXP in writing as to such decision, Shumxxxx, Xxop & Kendxxxx, XXP shall promptly return the foregoing materials to the parties sending such materials.
Release of Escrow Materials. 4.1 If the Region delivers a statutory declaration to the Escrow Agent stating that an Event of Source Code Release has occurred, and stating the facts upon which such conclusions are based, the Escrow Agent shall notify, within five business days of actual receipt of the statutory declaration, Infertek of their receipt of such statutory declaration. Should the Escrow Agent not receive, within ten business days of such notification a statutory declaration from Infertek disputing that an Event of Source Code Release has occurred, the Escrow Agent shall provide a copy of the Escrow Materials to the Region.
4.2 If SmartSources Infertek provides the Escrow Agent with a statutory declaration in accordance with Article 4.1 herein, the Escrow Agent shall not deal with the Escrow Materials except in accordance with:
(a) the direction of both Infertek SmartSources and the Region, or
(b) an Order of a British Columbia Court.
4.3 The parties hereto agree that for greater certainty Infertek will be deemed to have made an assignment or have been petitioned into bankruptcy as provided in the Master Relationship Agreement if an Event of Insolvency occurs.
4.4 Where an Event of Source Code Release has occurred, and a copy of the Escrow Materials is delivered to the Region by the Escrow Agent, the Region shall be free to modify the Source Code for its own personal uses, and have it serviced by any third party to modify the Source Code as to suit the personal needs of the Region. Such use and/or modification of the Source Code shall be a royalty-free use by the Region.
Release of Escrow Materials. In the event that (i) Replay files --------------------------- for or becomes a party to any involuntary bankruptcy or receivership, and such involuntary proceeding is not dismissed within [***] after filing; or (ii) Replay commences liquidation proceedings or generally ceases doing business, a "Release Event" shall be deemed to have occurred. -------------
Release of Escrow Materials. If Escrow Agent does not receive Contrary Instructions (as defined below) within ten (10) days following Escrow Agent’s mailing of a copy of the request for release to Contractor, Escrow Agent shall deliver the Escrow Materials to Customer within thirteen (13) days of the date of Escrow Agent’s mailing of Customer’s original request for release; provided, however, that Escrow Agent is entitled to receive any fees due Escrow Agent before making such release; and provided further that Escrow Agent mails a copy of the request for release to Contractor via a recognized overnight commercial carrier. This Agreement will terminate upon the release of the Escrow Materials held by Escrow Agent. “Contrary Instructions” for the purposes of this Article 4 shall mean the filing with Escrow Agent of a duly executed certificate of an officer of Contractor, stating that the Release Condition has not occurred or has been cured in accordance with the terms of the NPAC/SMS Agreement. On delivery of Contrary Instructions to Escrow Agent, Contractor shall also provide a copy of each to Customer, which shall be forwarded by fax and recognized overnight commercial courier to the addresses then in effect as provided in the NPAC/SMS Agreement. Upon receipt of Contrary Instructions, Escrow Agent shall provide a copy thereof to Customer by fax or recognized same-day or overnight commercial courier.
Release of Escrow Materials. Shumxxxx, Xxop & Kendxxxx, XXP shall release the agreements, certificates, instruments, documents and other materials described in Sections 12.1 and 12.2 to the appropriate parties to effectuate the transactions contemplated in this Agreement only after all such materials have been delivered by all applicable parties (or the parties receiving such documents have waived in writing such delivery requirement). In the
Release of Escrow Materials. Shumxxxx, Xxop & Kendxxxx, XXP shall release the agreements, certificates, instruments, documents and other materials described in Sections 12.1 and 12.2 to the appropriate parties to effectuate the transactions contemplated in this Agreement only after all such materials have been delivered by all applicable parties (or the parties receiving such documents have waived in writing such delivery requirement), the parties have completed their due diligence, the Audit and the Medicare audit have been completed, and each of Vision 21 and the Company shall have sent written notice to Shumxxxx, Xxop & Kendxxxx, XXP stating that the conditions to release of the escrowed documents have been satisfied. In the event that the conditions to the release of the escrowed documents are not satisfied, and each of Vision 21 and the Company informs Shumxxxx, Xxop & Kendxxxx, XXP in writing that such conditions have not been satisfied, Shumxxxx, Xxop & Kendxxxx, XXP shall promptly return the foregoing materials to the parties sending such materials.
Release of Escrow Materials. In the event that (i) Altair files for or becomes a party to any voluntary or involuntary bankruptcy or receivership, and such involuntary proceeding is not dismissed within ninety (90) calendar days after filing; (ii) Altair commences liquidation proceedings or generally ceases doing business (other than pursuant to a sale of the business), or (iii) the making by Altair of a general assignment for the benefit of creditors, a “Release Event” shall be deemed to have occurred.
Release of Escrow Materials. Upon the occurrence of a Release Condition, the Parties shall promptly (but in no event later than three (3) calendar days following the date such Party provided or received the Release Notice, or the date the dispute resolution procedure in Section 5(c) has been completed, as applicable) submit a joint Work Request (as defined in the Three Party Escrow Agreement) to the Escrow Agent directing the Escrow Agent to promptly release the Escrow Materials to the Company.
Release of Escrow Materials. If Escrow Agent does not receive Contrary Instructions (as defined below) within 7 days following Escrow Agent's delivery of a copy of the request for release to Contractor, Escrow Agent shall deliver the Escrow Materials to Customer within 10 days of the date of Customer's original request for release is delivered to Escrow Agent; provided, however, that Escrow Agent is entitled to receive any fees due Escrow Agent before making such release. "Contrary Instructions" for the purposes of this Article 4 shall mean the filing with Escrow Agent of a duly executed certificate of an officer of Contractor, stating that the Release Condition has not occurred or has been cured in accordance with the terms of the NPAC/SMS Agreement. On delivery of Contrary Instructions to Escrow Agent, Contractor shall also provide a copy of each to Customer, which shall be forwarded by fax and recognized overnight commercial courier to the addresses then in effect as provided in the NPAC/SMS Agreement. Upon receipt of Contrary Instructions, Escrow Agent shall provide a copy thereof to Customer by fax or recognized same-day or overnight commercial courier.
